Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

BOYCE v. SOUNDVIEW TECHNOLOGY GROUP

October 13, 2004.

MARK BOYCE, Plaintiff,
v.
SOUNDVIEW TECHNOLOGY GROUP, INC. (FORMERLY KNOWN AS WIT CAPITAL GROUP INC.), Defendant.



The opinion of the court was delivered by: HAROLD BAER, JR., District Judge

OPINION & ORDER

I. BACKGROUND

On February 20, 1997, Plaintiff, Marc Boyce ("Boyce"), and Defendant, Soundview Technology Group, Inc. ("Soundview"), signed a consulting agreement that granted Boyce the right to purchase 800,000 shares of Wit Capital Group Inc. ("Wit") common stock at a price of $1 per share. (Tr. 833:1 — 6).*fn1 The consulting agreement expressly stated that "the stock option grant may be exercised within one year if my [Boyce] employment services and/or consulting relationship with the company terminates completely." (Tr. 833:6 — 10). The consulting agreement also stated that "a copy of the incentive stock option agreement will be provided after signing the final agreement and the term/expiration date of the option grant will be the standard 10 years." (Tr. 833:10 — 13).

  Six months later, in October 1997, Boyce received an internal Wit memorandum enclosing a copy of a Wit Capital incentive stock option agreement dated February 10, 1997 bearing Boyce's name. The option agreement provided that "in the event that Boyce was terminated for cause or if Boyce terminated his relationship with Wit for any reason whatsoever . . . the option may only be exercised within one month after such termination." (Tr. 833:13 — 21). Boyce's employment terminated in May 1998.

  On April 5, 1999, Soundview denied Boyce's attempt to exercise his stock options. (Tr. 837:24 — 25). The focus of the trial was to determine whether "the consulting agreement is the only enforceable agreement, or instead, the incentive stock option agreement controlled the timing of when Boyce could exercise his option." (Tr. 833:24 — 834:2). A jury trial before me commenced on July 19, 2004 and concluded on July 23, 2004. The jury found Soundview's refusal to allow Boyce to exercise his options on April 5, 1999 was a breach of contract and awarded Boyce $400,000. (Tr. 850:8 — 851:8).

  On July 28, 2004, Boyce filed this motion for a new trial, pursuant to Rule 59 of the Federal Rules of Civil Procedure, limited to the issue of damages. In sum, Boyce argues that he is entitled to a new trial, limited to the issue of damages, because: (A) the Court precluded plaintiff's forward looking evidence and improperly charged the jury regarding damages; (B) the Court's "Wrongdoer Rule" instruction was legally incorrect; and, (C) the Court improperly excluded evidence dated after April 5, 1999.

  II. STANDARD OF REVIEW

  The decision to grant a new trial is unwarranted "unless the trial court is convinced that the jury has reached a seriously erroneous result or that the verdict is a miscarriage of justice." Munafo v. Metro. Transp. Auth., 03 Civ. 7831, 2004 WL 1878753, at *5 (2d Cir. Aug. 24, 2004) (emphasis added). A motion for a new trial should only be granted in special circumstances; for example, when the jury's verdict is "egregious." DLC Mgt. Corp. v. Town of Hyde Park, 163 F.3d 124, 134 (2d Cir. 1998).

  III. DISCUSSION

  A. The Court Precluded Plaintiff's Forward Looking Evidence or Improperly Charged the Jury Regarding Damages

  It is uncontested by the parties involved in this case that any damages for a breach of contract should put the non-breaching party in the same economic position he would have been, but for the alleged breach. (Tr. 840:8 — 19). It is also uncontested by the parties that, in a breach of contract action, damages should be calculated from the date of the breach, not some subsequent time, and the parties agreed that any damages be determined as of April 5, 1999. Boyce Opening Br. at 1, Boyce v. Soundview, 03 Civ. 2159 (Jul. 28, 2004); Soundview Br. at 5, Boyce v. Soundview, 03 Civ. 2159 (Aug. 25, 2004).

  Boyce, among other things, contests the Court's (1) refusal to allow "forward looking" evidence and (2) refusal to follow Sharma v. Skaarup Ship Mgmt. Corp., 916 F.2d 820 (2d Cir. 1990), and instruct the jury that damage awards should be based upon what knowledgeable investors anticipated the future conditions and performance would be at the time of the breach.

  1. Forward Looking Evidence

  The Second Circuit has repeatedly rejected Boyce's desire to engage in a hypothetical damage assessment of potential profits favoring, instead, more reliable established facts. In Lucente v. Int'l Bus. Mach. Corp., 310 F.3d 243 (2d Cir. 2002), for example, the Second Circuit held that a district court "ignored binding precedent" and rejected the district court's decision "to employ a conversion measure of damages in breach of contract cases," opting in favor of calculating damages at the time of the breach. Id. at 262-263. Again, in Oscar Gruss & Son, Inc. v. Hollander, 337 F.3d 196 (2d Cir. 2003), the Second Circuit held that "damages for breach of contract should put the plaintiff in the same economic position he would have ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.